证券代码：601988 证券简称：中国银行 公告编号：临 2025-020 中国银行股份有限公司 向特定对象发行A股股票预案 中国银行股份有限公司 二〇二五年三月 1 发行人声明 本行及董事会全体成员保证本预案真实、准确、完整， 并确认不存在虚假记载、误导性陈述或重大遗漏。 本预案按照《上市公司证券发行注册管理办法》等法规 及规范性文件的要求编制。 本次向特定对象发行A股股票完成后，本行经营与收益 的变化由本行自行负责，因本次发行引致的投资风险由投资 者自行负责。 本预案是本行董事会对本次向特定对象发行A股股票的 说明，任何与之相悖的声明均属不实陈述。 投资者如有任何疑问，应咨询自己的股票经纪人、律师、 专业会计师或其他专业顾问。 本预案所述事项并不代表审批机构对于本次向特定对 象发行A股股票相关事项的实质性判断、确认或批准，本预 案所述本次向特定对象发行A股股票相关事项的生效和完成 尚需本行股东大会审议批准并取得国家金融监督管理总局 批准、上海证券交易所审核通过，并经中国证券监督管理委 员会同意注册后方可实施。 2 特别提示 本部分所述的词语或简称与本预案"释义"中所定义的 词语或简称具有相同的含义。 1、 ...

Investment Rating - The investment rating for the company is "Buy" with a target price of 6.30 CNY, maintaining the current rating [6]. Core Views - The company has shown a steady improvement in profitability and asset quality, with a year-on-year increase in net profit of 2.56% for 2024 [2][4]. - The net interest income has seen a decline of 3.77% year-on-year, but the non-interest income has increased by 15.87%, indicating a shift in revenue structure [2][10]. - The average yield on interest-earning assets has decreased to 3.34%, while the cost of interest-bearing liabilities has improved to 2.12%, supporting the stability of net interest margins [14][15]. Financial Performance Summary - For 2024, the company achieved a revenue of approximately 630.1 billion CNY, reflecting a year-on-year growth of 1.16% [2][4]. - The net interest income for 2024 was 448.9 billion CNY, with a year-on-year decrease of 3.77% [2][10]. - Non-interest income reached 181.2 billion CNY, showing a significant growth of 15.87% year-on-year [2][10]. - The company's net profit for 2024 was 237.8 billion CNY, with a year-on-year increase of 2.56% [2][4]. Asset and Liability Management - As of the end of 2024, the total interest-earning assets amounted to 33.91 trillion CNY, growing by 3.4% from the first half of 2024 and 4.7% year-on-year [3][21]. - The interest-bearing liabilities reached 30.3 trillion CNY, marking a year-on-year growth of 4.8% [21][25]. - The structure of interest-bearing liabilities is primarily composed of deposits (78.8%), existing bonds (6.8%), interbank liabilities (10.8%), and borrowings from the central bank (3.7%) [21][25]. Asset Quality - The non-performing loan (NPL) ratio slightly increased to 1.25% by the end of 2024, down 2 basis points from the previous year [27][30]. - The loan provision coverage ratio stands at 200.6%, reflecting a year-on-year increase of 8.9 percentage points [29][30]. - The overdue loan ratio recorded at 1.19%, indicating a slight increase from the previous half-year [27][30].

Core Viewpoint - The announcement details a significant equity change for China Bank, where the Ministry of Finance plans to subscribe to all newly issued A-shares, resulting in a change in the controlling shareholder without triggering a mandatory takeover bid [1][2]. Group 1: Basic Information - The Ministry of Finance intends to subscribe for A-shares at a price of 6.05 yuan per share, which is at least 80% of the average trading price over the previous 20 trading days [1]. - The total subscription amount is set at 165 billion yuan, equating to approximately 27,272,727,272 shares [2]. Group 2: Shareholding Changes - Before the equity change, the controlling shareholder, Central Huijin Investment Ltd., held 188,791,906,533 shares, representing 64.13% of the total share capital [2][3]. - After the issuance, Central Huijin's shareholding will be diluted to 58.69%, while the Ministry of Finance will hold 8.48% of the shares post-issuance [3]. Group 3: Regulatory Approval - The equity change requires approval from the shareholders' meeting, the Financial Regulatory Authority, the Shanghai Stock Exchange, and the China Securities Regulatory Commission before implementation [1][4]. - The completion of the issuance is subject to regulatory uncertainties, and the company has advised investors to be aware of potential risks [1][4].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on April 16, 2025, at 9:30 AM [1] - The meeting will take place at the Bank of China headquarters located at 1 Fuxingmennei Street, Xicheng District, Beijing, China [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's online voting system [1] Voting Details - The online voting period will be from 9:15 AM to 3:00 PM on April 16, 2025, with a specific voting window from 9:15 AM to 9:25 AM [1] - Shareholders must register their attendance and can appoint a proxy to vote on their behalf [3][5] - Affected shareholders must follow specific voting procedures for margin trading and other related accounts [1] Agenda Items - The meeting will review several proposals, including general authorization, conditions for issuing A shares, and feasibility reports related to the issuance of A shares [1][2] - The proposals will not require the attendance of preferred shareholders for voting [2] Registration and Attendance - Shareholders must register by presenting valid identification and proof of shareholding [5] - The registration will take place on April 16, 2025, from 8:30 AM to 9:30 AM [4] Contact Information - For inquiries, shareholders can contact the Bank of China Board Office at the provided address or through the listed phone and email [6]

Group 1 - The company will hold an investor briefing to discuss the issuance of A-shares and address common investor concerns [1][2] - The investor briefing is scheduled for March 31, 2025, from 16:30 to 17:30 [1][2] - Participants can join the briefing via the Shanghai Stock Exchange Roadshow Center website [1][2] Group 2 - Investors can submit questions via email to the company's investor relations team before the meeting [2] - The company will respond to commonly asked questions during the investor briefing [2]

Core Viewpoint - The China Bank has established a shareholder return plan for the years 2025-2027, emphasizing cash dividends while considering long-term sustainability and overall shareholder interests [1][2]. Group 1: Basic Principles - The plan prioritizes shareholder returns while balancing the bank's long-term interests and sustainable development [1]. - Annual profit distribution will adhere to the proportions outlined in the company's articles of association [1]. - Cash dividends will be the preferred method of profit distribution [1]. - The profit distribution policy aims to maintain continuity and stability [1]. Group 2: Key Considerations for the Shareholder Return Plan - The plan will consider the bank's long-term sustainable development, analyzing factors such as the banking industry's operating environment, shareholder expectations, social capital costs, external financing conditions, and regulatory policies [1]. - The bank will balance business sustainability with comprehensive shareholder returns, taking into account capital, business development, profit scale, investment needs, and liquidity [1]. Group 3: Shareholder Return Plan for 2025-2027 - The bank will determine the frequency and level of dividends based on operational performance, financial status, and future development, aiming to enhance the stability and predictability of dividends [2]. - Dividends may be distributed in cash, stock, or a combination of both [2]. - In normal circumstances, the bank will distribute cash dividends of at least 10% of the after-tax profit attributable to ordinary shareholders, provided there are profits and retained earnings are positive [2]. - Special circumstances that may affect dividend distribution include significant investments, low capital adequacy ratios, regulatory restrictions, and force majeure events [2]. Group 4: Decision-Making and Supervision Mechanism - The board of directors will formulate the plan based on relevant laws, regulations, and the company's articles of association, considering input from shareholders, independent directors, and the supervisory board [4]. - Adjustments to the profit distribution policy may occur due to force majeure, significant regulatory changes, or substantial changes in the bank's operating conditions [4]. - The profit distribution plan will be proposed by the president and submitted for board and supervisory board review before being presented to the shareholders' meeting for approval [4]. Group 5: Implementation Mechanism - The shareholder return plan applies to ordinary shareholders, while preferred shareholders will follow specific provisions in the company's articles of association [5]. - The plan will take effect upon approval by the shareholders' meeting [5].

Core Viewpoint - The Ministry of Finance of the People's Republic of China plans to make a strategic investment in Bank of China by subscribing to its A-share stock issuance, aimed at enhancing the bank's capital base and its ability to serve the real economy [1][2]. Group 1: Strategic Investment Overview - The Ministry of Finance intends to subscribe to the bank's stock issuance, with a total fundraising scale not exceeding RMB 165 billion, which will be used to increase the bank's core tier one capital [2][3]. - After the completion of this issuance, the Ministry of Finance's shareholding will not be less than 5%, indicating a significant stake in the bank [1][2]. Group 2: Purpose and Benefits - The strategic investment aims to strengthen the operational capabilities of state-owned commercial banks, enhancing their role in supporting the real economy [1]. - This investment is expected to improve the bank's governance, risk resistance, market competitiveness, and customer service capabilities, while also attracting more long-term and patient capital for sustainable development [1][2]. Group 3: Regulatory and Procedural Aspects - The board of directors of the bank approved the investment proposal on March 30, 2025, and the proposal will require approval from the shareholders' meeting, regulatory authorities, and the Shanghai Stock Exchange before implementation [3]. - The Ministry of Finance does not hold any shares in the bank prior to this issuance, thus not constituting a related party transaction [2].

Agreement Overview - China Bank has signed a conditional share subscription agreement with the Ministry of Finance, which is responsible for national fiscal revenue and expenditure, tax policies, and other related matters [1][2] - The subscription price is set at 6.05 yuan per share, based on the average trading price of the bank's A-shares over the 20 trading days prior to the board resolution announcement [1][2] Subscription Details - The Ministry of Finance plans to subscribe for shares amounting to 165 billion yuan [2][3] - The number of shares to be subscribed will be calculated based on the subscription amount divided by the subscription price, with any fractional shares being accounted for in the bank's capital reserve [2][4] Price Adjustment Mechanism - If any dividend distributions or stock bonuses occur between the pricing date and the issuance date, the subscription price will be adjusted accordingly [2][3] - The adjustment formulas for cash dividends and stock bonuses are provided, ensuring that the final subscription price reflects any corporate actions taken during this period [2][3] Payment and Delivery - The Ministry of Finance will pay the subscription amount in cash upon receiving a payment notice from the bank and its underwriters [4][5] - After the payment is confirmed, the shares will be registered in the Ministry of Finance's name through the designated securities registration system [4][5] Lock-up Period - The subscribed shares will be subject to a five-year lock-up period from the date of registration, during which they cannot be transferred [5][6] - Any shares derived from stock dividends or capital increases will also adhere to this lock-up arrangement [5][6] Agreement Validity and Breach - The agreement will become effective once all conditions are met, including approval from the bank's board and shareholders [5][6] - In case of any breach of the agreement, the defaulting party will be liable for compensating the non-defaulting party for any actual economic losses incurred [5][6]

Core Points - The document outlines the management and usage of funds raised by the Bank of China, aiming to protect investors' interests and ensure the safety and efficiency of fund usage [1][10] - It establishes specific procedures for the storage, usage, and supervision of raised funds, including the requirement for special accounts and agreements with financial advisors [2][8] Fund Storage - The bank must open a special account for raised funds, which should only hold the raised funds and not be used for other purposes [1][2] - A storage supervision agreement must be signed with sponsors or independent financial advisors within one month of fund receipt, detailing account information and monitoring responsibilities [2] Fund Usage - The bank is required to use raised funds prudently and in accordance with the commitments made in the issuance application documents [3][5] - Any significant changes in the market environment or project status must be disclosed, and the bank must reassess the feasibility of investment projects under certain conditions [4][5] Fund Management and Supervision - The bank's accounting department must record the usage of raised funds, and internal audits should occur at least biannually [8][9] - The board of directors must continuously monitor the actual management and usage of raised funds and report findings in a special report [8][9] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board of directors and disclosed to shareholders [11][12] - Specific procedures must be followed for transferring or replacing investment projects, including detailed disclosures about the reasons and financial implications [15][16] Implementation and Compliance - The management measures outlined in the document will take effect upon board approval, replacing the previous version from 2014 [10][10] - The document will be updated in accordance with any changes in relevant laws or regulations [10]

Core Viewpoint - The issuance of A-shares by the Bank of China aims to strengthen its core Tier 1 capital, which is essential for stable business development and compliance with regulatory requirements [1][6]. Group 1: Impact Analysis of the Issuance - The total number of shares to be issued is 27,272,727,272, with a total fundraising amount of RMB 165 billion, excluding issuance costs [1]. - The analysis considers three scenarios for annual growth rates of net profit attributable to the parent company: 0%, 2.5%, and 5% [1][4]. - The issuance will dilute immediate returns, affecting key financial metrics such as earnings per share (EPS) and net profit [1][4]. Group 2: Financial Metrics Impact - Without the issuance, the net profit attributable to the parent company for 2025 is projected at RMB 237.84 billion, while with the issuance under different growth scenarios, it varies from RMB 237.84 billion to RMB 249.73 billion [4][6]. - The basic and diluted EPS without the issuance is projected at RMB 0.75, which may decrease to RMB 0.73 under the 0% growth scenario and increase to RMB 0.80 under the 5% growth scenario with the issuance [4][6]. Group 3: Necessity and Reasonableness of the Issuance - The issuance aligns with national policies to enhance the capital base of state-owned banks, which are crucial for supporting the real economy and maintaining financial stability [5][6]. - The bank aims to improve its capital adequacy ratio, which is currently at 14.38%, and the total capital adequacy ratio at 18.76%, both exceeding regulatory requirements [6]. Group 4: Use of Proceeds - The proceeds from the issuance will be fully allocated to increase the bank's core Tier 1 capital, thereby supporting stable business growth and enhancing competitive strength [6][10]. - The bank has a robust human resource reserve with 312,757 employees, and it is focused on optimizing talent allocation to support high-quality development [7]. Group 5: Risk Management and Operational Efficiency - The bank is committed to enhancing its risk management framework, addressing various risks including credit, market, and operational risks [9][12]. - Measures will be taken to improve operational efficiency and reduce costs, thereby enhancing profitability and minimizing the impact of the issuance on immediate returns to shareholders [10][11]. Group 6: Commitments from Major Stakeholders - The controlling shareholder, Central Huijin Investment Ltd., and the bank's board members have committed to ensuring that the measures to mitigate the dilution of immediate returns will be effectively implemented [12][13].